END USER LICENSE AGREEMENT (EULA)

This End User License Agreement ("Agreement") governs the use of the eKlinik SaaS platform (the "Software"), owned and operated by IMEUS Sdn Bhd. ("IMEUS," "we," "our," or "us"), by you ("you," "your," or "End User"). By accessing or using the Software, you agree to comply with and be bound by the terms of this Agreement.

If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization to these terms.

1. License Grant

IMEUS grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for your internal business purposes. This license allows you to utilize the Software in accordance with the terms of this Agreement and any restrictions detailed in your Subscription Plan or Order Form.

Your use of the Software is conditioned on your adherence to the following:

• Permitted Users: Only authorized users within your organization, as specified in your Subscription Plan, may access the Software. Sharing access credentials or allowing unauthorized individuals to use the Software is strictly prohibited.
• Scope of Use: The license is granted exclusively for activities related to your internal operations, such as patient management, billing, diagnostics, reporting, and other healthcare services as applicable to your organization.
• Duration: The license is valid for the term of your subscription and automatically renews based on your Subscription Plan, unless terminated in accordance with this Agreement.
• Compliance: You must comply with all applicable laws, regulations, and industry standards when using the Software.

2. License Restrictions

You may not:

1. Modify, Decompile, or Reverse Engineer: Alter, modify, decompile, reverse engineer, disassemble, or attempt to extract the source code of the Software. You are prohibited from creating derivative works or attempting to replicate the Software's functionality for any unauthorized purpose.
2. Transfer or Resell Access: Rent, lease, sublicense, sell, assign, distribute, or otherwise transfer the Software or your access rights to any third party without prior written consent from IMEUS.
3. Prohibited Content Usage: Use the Software to process, store, or transmit any unlawful, harmful, defamatory, obscene, threatening, or otherwise objectionable material. This includes materials that violate applicable laws or infringe on the intellectual property rights, privacy rights, or other rights of any individual or entity.
4. Bypass Security Measures: Attempt to bypass, disable, or disrupt any security features or access controls of the Software, including but not limited to encryption mechanisms, authentication protocols, or access restrictions.
5. Unlawful or Non-Authorized Use: Utilize the Software for any purpose that violates applicable local, national, or international laws, regulations, or third-party rights, including but not limited to data privacy regulations, intellectual property laws, and healthcare compliance standards.
6. Interfere with System Integrity: Introduce any viruses, malware, or other harmful software that could disrupt or compromise the functionality or security of the Software or its supporting systems.
7. Exceed Authorized Usage Limits: Use the Software in a manner that exceeds the usage parameters defined in your Subscription Plan, such as unauthorized expansion of user accounts or excessive API calls.

IMEUS reserves the right to investigate and take legal or technical action to prevent unauthorized use, including the suspension or termination of access for any breach of these restrictions.

3. Subscription and Payment

1. Subscription Plans: Access to the Software is offered on a subscription basis. Subscription plans are tailored to meet the diverse needs of healthcare organizations, ranging from small clinics to large hospital networks. Each subscription plan specifies the features, usage limits, and the number of authorized users allowed. The specific details regarding your subscription, including fees, duration, and limitations, are outlined in your Order Form.
2. Payment Terms: Payment for the subscription must be made in the currency specified in the Order Form and within the due dates outlined in your billing statement. Subscription fees include applicable taxes, which will be charged unless you provide appropriate tax exemption documentation. Fees are non-refundable unless explicitly stated otherwise in this Agreement or mandated by applicable law. Late payments may incur additional charges, including interest at the maximum rate permitted by law.
3. Suspension for Non-Payment: If you fail to make payments within the specified time frame, IMEUS reserves the right to suspend or terminate your access to the Software until the outstanding amounts are paid in full. You will be notified in advance of any suspension due to non-payment, and reasonable efforts will be made to resolve payment issues before access is interrupted.
4. Renewals and Cancellations: Subscriptions automatically renew at the end of the term unless canceled in writing at least 90 days before the renewal date. Cancellations take effect at the end of the current billing cycle. No refunds will be issued for unused portions of the subscription term.

4. Ownership and Intellectual Property

IMEUS retains all right, title, and interest, including all intellectual property rights, in and to the Software, including any updates, enhancements, or modifications. This ownership extends to all underlying technologies, algorithms, interfaces, trade secrets, and other proprietary materials integral to the Software's design and operation.

You are granted limited rights to use the Software as outlined in this Agreement. These rights do not constitute a sale or transfer of ownership. You may not claim ownership of the Software or any of its components, including but not limited to:

1. Updates and Enhancements: Any improvements, patches, or updates provided by IMEUS during the subscription term remain the exclusive property of IMEUS.
2. Feedback and Suggestions: If you provide feedback, suggestions, or ideas for the Software, IMEUS may use these without obligation to you, and such contributions will become IMEUS's intellectual property.
3. Proprietary Notices: You must not remove, alter, or obscure any proprietary notices (e.g., copyright or trademark notices) included in the Software or related materials.

5. Data and Privacy

1. Data Ownership: You retain all rights to your data entered or uploaded to the Software ("Customer Data"). This includes any patient information, operational data, or proprietary organizational data that you input or generate while using the Software. IMEUS does not claim ownership of Customer Data and will not use it for purposes other than those specified in this Agreement.
2. Data Processing: IMEUS will process and store Customer Data securely and in compliance with applicable privacy laws, such as PDPA, GDPR, HIPAA, and other relevant regulations. We employ industry-standard encryption, access controls, and monitoring systems to safeguard your data. Data will only be processed as necessary to provide, improve, and support the Software's functionality or as required by law.
3. Aggregated Data: IMEUS may use anonymized and aggregated data derived from Customer Data to improve the performance, functionality, and scalability of the Software. Examples include analyzing usage trends, enhancing system reliability, and creating benchmarks. This data will not identify you, your organization, or any individual patients or users.

6. Confidentiality

Each party agrees to protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. "Confidential Information" includes all non-public information disclosed by one party to the other, directly or indirectly, in writing, orally, or by inspection of tangible objects.

1. Exceptions: Confidential Information does not include information that:
   • Is or becomes publicly known through no breach of this Agreement.
   • Is independently developed by the receiving party without reliance on or reference to the disclosing party's Confidential Information.
   • Is obtained by the receiving party from a third party who has the right to disclose it without restriction.
   • Is required to be disclosed by law or regulatory authority, provided that the disclosing party is notified promptly and given the opportunity to seek a protective order.
2. Permitted Use: Confidential Information may only be used by the receiving party for purposes directly related to the execution of this Agreement and for no other purpose without the prior written consent of the disclosing party.
3. Return or Destruction: Upon termination of this Agreement or upon written request, the receiving party shall return or destroy all copies of the disclosing party's Confidential Information and certify such destruction in writing, except where retention is required by law or necessary for archival purposes.
4. Injunctive Relief: Any breach of this section may cause irreparable harm for which monetary damages would be inadequate. Therefore, the disclosing party may seek injunctive or equitable relief in addition to other remedies available at law or in equity.

7. Warranties and Disclaimers

1. IMEUS Warranties: IMEUS warrants that the Software will perform materially in accordance with the documentation provided during your subscription period. This warranty applies only when the Software is used as intended and in compliance with the terms of this Agreement. IMEUS does not warrant uninterrupted or error-free operation of the Software, nor does it guarantee that all defects can or will be corrected.
2. Disclaimer: Except as expressly stated, the Software is provided "as is" without warranties of any kind, whether express, implied, or statutory. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or compatibility with third-party systems.

8. Limitation of Liability

To the fullest extent permitted by applicable law:

1. Exclusion of Certain Damages: IMEUS shall not be liable for any indirect, incidental, consequential, punitive, or special damages. This includes, but is not limited to, loss of profits, revenue, data, or use, whether the damages arise from contractual obligations, negligence, tort, or any other legal theory.
2. Aggregate Liability Cap: IMEUS's total liability for all claims arising under this Agreement shall not exceed the total fees paid by you to IMEUS in the 12 months immediately preceding the event giving rise to the claim.
3. Exceptions: The above limitations shall not apply to claims arising from IMEUS's gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.
4. Mitigation of Damages: You agree to take all reasonable steps to mitigate any loss or damage you suffer in connection with this Agreement.

9. Term and Termination

1. Term: This Agreement remains in effect for the duration of your subscription unless terminated earlier by either party in accordance with the terms herein.
2. Termination for Breach: Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure such breach within 30 days of receiving written notice.
3. Termination for Convenience: You may terminate this Agreement by providing written notice at least 90 days before the end of the current subscription term.
4. Effect of Termination: Upon termination:
   • Your access to the Software will be immediately revoked.
   • You must cease all use of the Software and destroy any copies of related documentation.
   • IMEUS will, upon your written request, return or delete all Customer Data in accordance with our Data Retention Policy.

10. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of Malaysia, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be resolved as follows:

1. Arbitration Requirement: Any dispute shall be resolved exclusively through binding arbitration under the rules of Asian International Arbitration Centre (AIAC). The arbitration will be conducted in Malaysia, and the language of the arbitration shall be English.
2. Exceptions to Arbitration: Notwithstanding the above, either party may seek injunctive or equitable relief for claims relating to intellectual property rights, confidentiality, or data privacy obligations in any court of competent jurisdiction.
3. Costs of Arbitration: Each party shall bear its own legal fees and expenses related to the arbitration, and the costs of the arbitration itself shall be shared equally, unless otherwise determined by the arbitrator.
4. Final and Binding Decision: The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
5. Exclusive Venue: For disputes not subject to arbitration, the exclusive venue shall be the courts located in Malaysia.
6. Waiver of Class Actions: To the fullest extent permitted by law, disputes shall be resolved only on an individual basis, and neither party may bring claims as a plaintiff or class member in a class, collective, or representative action.

11. Amendments

IMEUS may update or modify this Agreement from time to time to reflect changes in business practices, legal requirements, or updates to the Software. We will notify you of material changes via email, through the Software, or other appropriate communication channels at least 30 days prior to the changes taking effect, unless the changes are required to comply with applicable law, in which case they may take effect immediately.

You are encouraged to review the updated Agreement upon receiving notice of changes. Your continued use of the Software after the effective date of any modifications constitutes your acceptance of the revised terms. If you do not agree to the updated terms, you must cease using the Software and may terminate this Agreement in accordance with Section 9.

All amendments to this Agreement will be documented with the date of modification and made available for reference upon request.